<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
---------------------
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-7757
BELL ATLANTIC - DELAWARE, INC.
A Delaware Corporation I.R.S. Employer Identification No. 23-0523775
901 Tatnall Street, Wilmington, Delaware 19801
Telephone Number (302) 576-5320
-------------------------
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION, MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2).
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
<PAGE>
Bell Atlantic - Delaware, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------- -------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES (including $1,177, $1,730,
$4,705 and $5,661 to affiliates)................. $ 71,218 $ 65,207 $208,909 $198,721
-------- -------- -------- --------
OPERATING EXPENSES
Employee costs, including benefits and taxes..... 10,819 13,351 33,899 37,938
Depreciation and amortization.................... 16,011 16,354 46,732 45,706
Taxes other than income.......................... 1,584 1,686 4,342 4,253
Other (including $16,451, $15,779,
$46,480 and $45,465 to affiliates)............. 21,231 21,183 64,794 60,299
-------- -------- -------- --------
49,645 52,574 149,767 148,196
-------- -------- -------- --------
OPERATING INCOME................................... 21,573 12,633 59,142 50,525
OTHER INCOME, NET.................................. 185 29 620 165
INTEREST EXPENSE (including $777, $589,
$2,287 and $1,486 to affiliates)................. 2,378 2,343 7,163 6,848
-------- -------- -------- --------
Income Before Provision for Income Taxes........... 19,380 10,319 52,599 43,842
PROVISION FOR INCOME TAXES......................... 7,863 4,137 21,264 17,380
-------- -------- -------- --------
NET INCOME......................................... $ 11,517 $ 6,182 $ 31,335 $ 26,462
======== ======== ======== ========
REINVESTED EARNINGS
At beginning of period........................... $ 43,375 $ 27,522 $ 28,153 $ 25,150
Add: net income................................. 11,517 6,182 31,335 26,462
-------- -------- -------- --------
54,892 33,704 59,488 51,612
Deduct: dividends............................... 4,600 9,200 9,200 23,400
other changes........................... --- 1 (4) 3,709
-------- -------- -------- --------
At end of period................................. $ 50,292 $ 24,503 $ 50,292 $ 24,503
======== ======== ======== ========
</TABLE>
See Notes to Condensed Financial Statements.
1
<PAGE>
Bell Atlantic - Delaware, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars In Thousands)
ASSETS
------
September 30, December 31,
1998 1997
------------- ------------
CURRENT ASSETS
Short-term investments...................... $ 711 $ 4,060
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $5,590 and $5,048.... 51,485 47,425
Affiliates................................ 3,731 4,421
Material and supplies....................... 2,272 3,107
Prepaid expenses............................ 6,810 5,409
Deferred income taxes....................... 2,164 3,032
Other....................................... 413 534
-------- --------
67,586 67,988
-------- --------
PLANT, PROPERTY AND EQUIPMENT............... 860,538 793,533
Less accumulated depreciation............... 445,513 404,162
-------- --------
415,025 389,371
-------- --------
OTHER ASSETS................................ 5,198 15,467
-------- --------
TOTAL ASSETS................................ $487,809 $472,826
======== ========
See Notes to Condensed Financial Statements.
2
<PAGE>
Bell Atlantic - Delaware, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars In Thousands, Except Per Share Amount)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
September 30, December 31,
1998 1997
------------- ------------
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate.......................... $ 34,769 $ 31,470
Other.............................................. 15,046 88
Accounts payable and accrued liabilities:
Affiliates......................................... 27,422 30,544
Other.............................................. 35,971 48,763
Advance billings and customer deposits............... 8,540 8,135
-------- --------
121,748 119,000
-------- --------
LONG-TERM DEBT
Note payable to affiliate............................ 20,000 20,000
Other................................................ 86,278 101,449
-------- --------
106,278 121,449
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS......................... 43,709 48,278
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes................................ 29,757 23,296
Unamortized investment tax credits................... 2,196 2,427
Other................................................ 15,387 11,781
-------- --------
47,340 37,504
-------- --------
SHAREOWNER'S INVESTMENT
Common stock, $25 par value per share................ 118,442 118,442
Authorized shares: 5,262,280
Outstanding shares: 4,737,686
Reinvested earnings.................................. 50,292 28,153
-------- --------
168,734 146,595
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT........ $487,809 $472,826
======== ========
See Notes to Condensed Financial Statements.
3
<PAGE>
Bell Atlantic - Delaware, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars In Thousands)
Nine months ended
September 30,
---------------------
1998 1997
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES.......... $ 76,626 $ 66,384
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments............... 3,349 3,538
Additions to plant, property and equipment......... (73,048) (60,111)
Other, net......................................... 482 2,346
-------- --------
Net cash used in investing activities.............. (69,217) (54,227)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations.. (47) (32)
Net change in note payable to affiliate............ 3,299 10,477
Dividends paid..................................... (9,200) (23,400)
Net change in outstanding checks drawn
on controlled disbursement accounts.............. (1,461) 798
-------- --------
Net cash used in financing activities.............. (7,409) (12,157)
-------- --------
NET CHANGE IN CASH................................. --- ---
CASH, BEGINNING OF PERIOD.......................... --- ---
-------- --------
CASH, END OF PERIOD................................ $ --- $ ---
======== ========
See Notes to Condensed Financial Statements.
4
<PAGE>
Bell Atlantic - Delaware, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis Of Presentation
Bell Atlantic - Delaware, Inc. (the Company) is a wholly owned subsidiary of
Bell Atlantic Corporation (Bell Atlantic). The accompanying unaudited condensed
financial statements have been prepared based upon Securities and Exchange
Commission rules that permit reduced disclosure for interim periods. These
financial statements reflect all adjustments which are necessary for a fair
presentation of results of operations and financial position for the interim
periods shown including normal recurring accruals. The results for the interim
periods are not necessarily indicative of results for the full year. For a more
complete discussion of significant accounting policies and certain other
information, refer to the financial statements included in the Company's 1997
Form 10-K.
The Company has reclassified certain amounts from prior year's data to
conform with the 1998 presentation.
2. Debt
On October 14, 1998, the Company announced it will redeem on November 13,
1998, $15,000,000 of 7.75% debentures due in 2013. In connection with this
redemption, the Company will record an extraordinary charge of $259,000 in the
fourth quarter of 1998.
3. Litigation And Other Contingencies
Various legal actions and regulatory proceedings are pending to which the
Company is a party. The Company has established reserves for liabilities in
connection with regulatory and legal matters which it currently deems to be
probable and estimable. The Company does not expect that the ultimate
resolution of these matters in future periods will have a material effect on the
Company's financial position, but it could have a material effect on results of
operations.
4. Recent Accounting Pronouncement
Costs of Computer Software
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" (SOP 98-1). SOP 98-1 provides, among
other things, guidance for determining whether computer software is for internal
use and when the cost related to such software should be expensed as incurred or
capitalized and amortized. SOP 98-1 is required to be applied prospectively and
adopted no later than January 1, 1999.
The Company currently capitalizes initial right-to-use fees for central
office switching equipment, including initial operating system and initial
application software costs. For noncentral office equipment, only the initial
operating system software is capitalized. Subsequent additions, modifications,
or upgrades of initial software programs, whether operating or application
packages, are expensed as incurred. Bell Atlantic estimates that the
implementation of SOP 98-1 will result in a net after-tax benefit of $200
million to $250 million to its consolidated results of operations in 1999 due to
the prospective capitalization of costs which were previously expensed as
incurred. The estimated impact on the results of operations of the Company in
1999 has not yet been determined.
5. Proposed Bell Atlantic - GTE Merger
Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger of
equals under a definitive merger agreement dated as of July 27, 1998. Under the
terms of the agreement, GTE shareholders will receive 1.22 shares of Bell
Atlantic common stock for each share of GTE common stock that they own. Bell
Atlantic shareholders will continue to own their existing shares after the
merger.
It is expected that the merger will qualify as a "pooling of interests,"
which means for accounting and financial reporting purposes the companies will
be treated as if they had always been combined. The completion of the merger is
subject to a number of conditions, including certain regulatory approvals,
receipt of opinions that the merger will be tax-free, and the approval of the
shareholders of both Bell Atlantic and GTE. The companies expect to close the
merger in the second half of 1999.
5
<PAGE>
Bell Atlantic - Delaware, Inc.
ITEM 2. Management's Discussion and Analysis Of Results Of Operations
(Abbreviated Pursuant To General Instruction H(2).)
This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements.
RESULTS OF OPERATIONS
- ---------------------
The Company reported net income of $31,335,000 for the nine month period
ended September 30, 1998, compared to net income of $26,462,000 for the same
period in 1997.
The Company's results for 1998 and 1997 were affected by the following
special items. The special charges in both years include the Company's
allocated share of charges from Bell Atlantic Network Services, Inc. (NSI).
. In 1998, the Company recorded pre-tax charges totaling approximately
$900,000 for transition and integration costs related to the merger of Bell
Atlantic and NYNEX Corporation (NYNEX).
. In 1997, the Company recorded pre-tax charges totaling approximately
$5,400,000 in connection with the completion of the merger of Bell Atlantic
and NYNEX in August 1997 and other special items arising during the period.
These charges included: approximately $1,700,000 for merger-related costs
(consisting of $1,200,000 for employee severance costs and $500,000 for
direct incremental costs); $1,300,000 for the write-down of obsolete fixed
assets; and $2,400,000 for contingencies associated with various regulatory
and legal matters. A small portion of transition and integration costs
were also incurred by the Company.
Transition and integration costs consist of the Company's proportionate share
of costs associated with integrating the operations of Bell Atlantic and NYNEX.
Direct incremental costs consist of expenses associated with compensation
arrangements related to completing the merger transaction. Employee severance
costs, as recorded under SFAS No. 112, "Employers' Accounting for Postemployment
Benefits," represent the Company's proportionate share of benefit costs for the
separation by the end of 1999 of management employees who are entitled to
benefits under pre-existing Bell Atlantic separation pay plans.
These and other items affecting the comparison of the Company's results of
operations for the nine month periods ended September 30, 1998 and 1997 are
discussed in the following sections. This Management's Discussion and Analysis
should also be read in conjunction with the Company's 1997 Annual Report on Form
10-K.
OPERATING REVENUE STATISTICS
- ----------------------------
1998 1997 % Change
- --------------------------------------------------------------------------------
At September 30
- ---------------
Access Lines in Service (in thousands)*
Residence............................... 357 338 5.6%
Business................................ 213 200 6.5
Public.................................. 6 6 --
----- -----
576 544 5.9
===== =====
Nine Month Period Ended September 30
- ------------------------------------
Access Minutes of Use (in millions)...... 1,724 1,517 13.6
===== =====
* 1997 reflects a restatement of access lines in service to include Primary Rate
ISDN (Integrated Services Digital Network) channels to conform with the 1998
presentation.
6
<PAGE>
Bell Atlantic - Delaware, Inc.
OPERATING REVENUES
- ------------------
(Dollars in Thousands)
Nine Month Period Ended September 30 1998 1997
- --------------------------------------------------------------------------------
Local services......................... $119,073 $109,100
Network access services................ 52,496 49,625
Long distance services................. 19,243 23,669
Ancillary services..................... 16,405 14,709
Directory and information services..... 1,692 1,618
-------- --------
Total.................................. $208,909 $198,721
======== ========
LOCAL SERVICES REVENUES
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $9,973 9.1%
- --------------------------------------------------------------------------------
Local services revenues are earned by the Company from the provision of local
exchange, local private line, public telephone (pay phone) and value-added
services. Value-added services are a family of services which expand the
utilization of the network. These services include products such as Caller ID,
Call Waiting and Return Call.
Higher usage of the Company's network facilities was the primary reason for
the increase in local services revenues in the first nine months of 1998. This
growth was generated, in part, by an increase in access lines in service of 5.9%
over the same period in 1997. Access line growth primarily reflects higher
demand for Centrex services and an increase in additional residential lines.
Higher revenues from private line and switched data services also contributed to
the revenue growth in 1998.
The Company also recognized higher revenues from public telephone and value-
added services. Value-added services revenues grew principally as a result of
higher customer demand and usage, while price increases for usage of the
Company's pay phones and the implementation of new charges to carriers resulting
from pay phone deregulation in April 1997 were the principal reasons for the
improvement in public telephone services revenues.
NETWORK ACCESS SERVICES REVENUES
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $2,871 5.8%
- --------------------------------------------------------------------------------
Network access services revenues are earned from carriers for their use of
the Company's local exchange facilities in providing usage services to their
customers. In addition, end-user subscribers pay flat rate access fees to
connect to the Company's network.
Network access services revenues grew in the first nine months of 1998
primarily as a result of higher customer demand, reflected by growth in access
minutes of use of 13.6% over the same period in 1997. Volume growth was boosted
by the expansion of the business market, particularly for high-capacity
services. Demand for special access services grew as Internet service providers
and other high-capacity users increased their utilization of the Company's
network. Higher network usage by alternative providers of intraLATA toll
services and higher end-user revenues attributable to an increase in access
lines in service also contributed to revenue growth in 1998. Volume-related
growth was partially offset by net price reductions mandated by a federal price
cap plan.
7
<PAGE>
Bell Atlantic - Delaware, Inc.
In July 1998, the Company implemented price decreases of approximately
$600,000 on an annual basis for interstate services in connection with the
Federal Communications Commission's (FCC) Price Cap Plan, compared to price
decreases of approximately $6,600,000 under the Company's July 1997 filing.
The rates included in this 1998 filing will be in effect through June 1999. The
rates include amounts necessary to recover the Company's contribution to the
FCC's new universal service fund. The FCC has created a multi-billion dollar
interstate fund to link schools and libraries to the Internet and to subsidize
low-income consumers and rural health care providers. Under the FCC's rules, all
providers of interstate telecommunications services must contribute to the fund.
The Company's contributions to the universal service fund are included in Other
Operating Expenses.
Revenue growth in 1998 also reflects the effect of special charges recorded
in 1997 for contingencies associated with regulatory matters.
LONG DISTANCE SERVICES REVENUES
1998 - 1997 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(4,426) (18.7)%
- --------------------------------------------------------------------------------
Long distance services revenues are earned primarily from calls made outside
a customer's local calling area, but within the same service area of the Company
(intraLATA toll). Other long distance services that the Company provides
include 800 services and Wide Area Telephone Service (WATS).
Long distance services revenues declined in the first nine months of 1998
primarily due to increased competition for intraLATA toll services as a result
of the introduction of presubscription in September 1997. Presubscription
permits customers to use an alternative provider of their choice for intraLATA
toll calls without dialing a special access code when placing a call. The
adverse impact on long distance services revenues as a result of presubscription
was partially mitigated by increased network access services revenues for usage
of the Company's network by these alternative providers.
Price reductions on certain toll services as part of the Company's response
to competition and lower revenues from WATS and private line services also
contributed to the decline in long distance services revenues in 1998. These
revenue reductions were partially offset by higher calling volumes generated by
an increase in access lines in service.
ANCILLARY SERVICES REVENUES
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $1,696 11.5%
- --------------------------------------------------------------------------------
The Company provides ancillary services which include billing and collection
services provided to long distance carriers and affiliates, customer premises
equipment (CPE) services, facilities rental services for affiliates and
nonaffiliates, usage of separately priced (unbundled) components of its network,
sales of materials and supplies to affiliates and voice messaging services.
Ancillary services revenues grew in the first nine months of 1998 primarily
as a result of increased demand by long distance carriers and affiliates for
billing and collection services and increased market penetration for voice
messaging services, principally Home Voice Mail.
DIRECTORY AND INFORMATION SERVICES REVENUES
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $74 4.6%
- --------------------------------------------------------------------------------
Directory and information services revenues are earned primarily from fees
for nonpublication of telephone numbers and multiple white page listings, and
from a contract with an affiliate for usage of the Company's directory listings.
The increase in directory and information services revenues in 1998 was due
to higher fees received from an affiliate for use of the Company's directory
listings and higher demand for multiple white page listings.
8
<PAGE>
Bell Atlantic - Delaware, Inc.
OPERATING EXPENSES
- ------------------
(Dollars in Thousands)
Nine Month Period Ended September 30 1998 1997
- --------------------------------------------------------------------------------
Employee costs, including benefits and taxes.. $ 33,899 $ 37,938
Depreciation and amortization................. 46,732 45,706
Taxes other than income....................... 4,342 4,253
Other operating expenses...................... 64,794 60,299
-------- --------
Total......................................... $149,767 $148,196
======== ========
EMPLOYEE COSTS
1998 - 1997 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(4,039) (10.6)%
- --------------------------------------------------------------------------------
Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid direct by the Company. Similar costs
incurred by employees of NSI, who provide centralized services on a contractual
basis, are allocated to the Company and are included in Other Operating
Expenses.
Employee costs decreased in the first nine months of 1998 primarily as a
result of lower pension and benefit costs. The reduction in pension and benefit
costs was caused by a number of factors, including favorable pension plan
investment returns and lower than expected retiree medical claims. The effect
of lower work force levels and the effect of severance and direct incremental
merger-related costs recorded in the third quarter of 1997 also contributed to
the decrease in employee costs. These reductions were partially offset by
annual salary and wage increases for management and associate employees.
Labor Contract Settlement
Associate employee wages, and pension and other benefits are determined under
a contract with the union representing associate employees of the Company. In
September 1998, the Communications Workers of America (CWA) ratified a new 2-
year contract. The contract provides for wage increases of up to 3.8 percent
effective August 9, 1998, and up to 4 percent effective August 8, 1999. Pensions
will increase by 11 percent. Union-represented employees are eligible for
standard cash awards of $400 for 1998 and $500 for 1999, which can be increased
or decreased based on financial and customer care performance results. The new
contract also includes other benefit improvements and certain employment
security provisions.
DEPRECIATION AND AMORTIZATION
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $1,026 2.2%
- --------------------------------------------------------------------------------
Depreciation and amortization expense increased in the first nine months of
1998 over the same period in 1997 principally as a result of growth in
depreciable telephone plant. This expense increase was partially offset by the
effect of the recording of a write-down of obsolete fixed assets in the third
quarter of 1997. The effect of lower rates of depreciation and amortization also
offset the increase in expense.
9
<PAGE>
Bell Atlantic - Delaware, Inc.
TAXES OTHER THAN INCOME
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $89 2.1%
- --------------------------------------------------------------------------------
Taxes other than income consist principally of taxes for gross receipts,
property, capital stock and business licenses.
The increase in taxes other than income was primarily due to prior year
adjustments to the federal superfund tax and higher estimates for certain
regulatory fees. These increases were partially offset by a reduction in
business license fees.
OTHER OPERATING EXPENSES
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $4,495 7.5%
- --------------------------------------------------------------------------------
Other operating expenses consist of contract services including centralized
services expenses allocated from NSI, rent, network software costs, the
provision for uncollectible accounts receivable, and other costs.
The increase in other operating expenses was attributable to a combination of
higher network software purchases, higher interconnection charges for
terminating calls on the networks of competitive local exchange and other
carriers and higher centralized services expenses allocated from NSI. The rise
in centralized services expenses was primarily caused by transition and
integration costs allocated to the Company in connection with the merger of Bell
Atlantic and NYNEX Corporation, partially offset by lower pension and benefit
costs incurred by NSI. The Company also recognized additional costs in 1998 as
a result of its contribution to the federal universal service fund described
earlier.
These increases were partially offset by lower costs for contract services
due, in part, to the disposition of Bell Atlantic's ownership interest in Bell
Communications Research Inc. (Bellcore) in November 1997. The Company continues
to contract with Bellcore for technical and support services, but to a lesser
extent in 1998. The effect of merger-related costs and other special items
recorded in the third quarter of 1997 further offset the increases in other
operating expenses. These charges were comprised of the Company's allocated
share of employee severance costs, direct incremental and transition merger-
related costs and charges associated with the write-down of obsolete fixed
assets.
OTHER INCOME, NET
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $455 275.8%
- --------------------------------------------------------------------------------
The change in other income, net, was attributable to the recognition of
interest income in connection with the settlement of tax-related matters in the
first nine months of 1998.
INTEREST EXPENSE
1998 - 1997 Increase
- --------------------------------------------------------------------------------
Nine Months $315 4.6%
- --------------------------------------------------------------------------------
Interest expense includes costs associated with borrowings and capital
leases, net of interest capitalized as a cost of acquiring or constructing plant
assets.
Interest expense increased principally due to the effect of higher levels of
average short-term debt. This increase was partially offset by higher
capitalized interest costs resulting from higher levels of average telephone
plant under construction.
10
<PAGE>
Bell Atlantic - Delaware, Inc.
EFFECTIVE INCOME TAX RATES
Nine Months Ended September 30
- --------------------------------------------------------------------------------
1998 40.4%
- --------------------------------------------------------------------------------
1997 39.6%
- --------------------------------------------------------------------------------
The effective income tax rate is the provision for income taxes as a
percentage of income before the provision for income taxes. The Company's
effective income tax rate was higher in the first nine months of 1998
principally as a result of a reduction in the amortization of investment tax
credits and higher tax credits recorded in 1997.
FINANCIAL CONDITION
- -------------------
The Company uses the net cash generated from operations and from external
financing to fund capital expenditures for network expansion and modernization,
and to pay dividends. While current liabilities exceeded current assets at both
September 30, 1998 and 1997 and December 31, 1997, the Company's sources of
funds, primarily from operations and, to the extent necessary, from readily
available financing arrangements with an affiliate, are sufficient to meet
ongoing operating requirements. Management expects that presently foreseeable
capital requirements will continue to be financed primarily through internally
generated funds. Additional long-term debt may be needed to fund development
activities or to maintain the Company's capital structure to ensure financial
flexibility.
As of September 30, 1998, the Company had $5,231,000 of an unused line
of credit with an affiliate, Bell Atlantic Network Funding Corporation and
$34,769,000 of available borrowings outstanding. The debt securities of the
Company continue to be accorded high ratings by primary rating agencies.
Subsequent to the announcement of the Bell Atlantic - GTE merger, rating
agencies have maintained current credit ratings, but have placed the ratings of
the Company under review for potential downgrade. In a subsequent and unrelated
event, Moody's Investor Services changed its methodology for rating diversified
U.S. Telecommunications Companies. As a result, the debt rating of the Company
was downgraded to reflect this new rating methodology.
The Company's debt ratio was 48.1% as of September 30, 1998, compared to
50.7% as of September 30, 1997 and 51.1% as of December 31, 1997.
On October 14, 1998, the Company announced it will redeem on November 13,
1998, $15,000,000 of 7.75% debentures due in 2013. In connection with this
redemption, the Company will record an extraordinary charge of $259,000 in the
fourth quarter of 1998.
11
<PAGE>
Bell Atlantic - Delaware, Inc.
OTHER MATTERS
- -------------
Year "2000" Update
Bell Atlantic's comprehensive program to evaluate and address the impact of
the Year 2000 date transition on its operations, including those of the Company,
includes steps to (a) inventory and assess for Year 2000 compliance its
equipment, software and systems, (b) determine which items will be remediated,
replaced or retired, and establish a plan to accomplish these steps, (c)
remediate, replace or retire the items, (d) test the items, where required, and
(e) provide management with reporting and issues management to support a
seamless transition to the Year 2000.
State of Readiness
For Bell Atlantic's operating telephone subsidiaries, centralized services
entities and general corporate operations, the program focuses on the following
project groups: Network Elements, Application Systems, and Information
Technology Infrastructure. As of September 30, 1998, the inventory, assessment
and detailed planning phases for these projects have been completed or virtually
completed, and remediation/replacement/retirement and testing activities are
well underway. The inventory items that were not assessed as Year 2000 compliant
and that require action to avoid service impact are to be fixed, replaced, or
retired. Bell Atlantic's goal for these operations is to have its network and
any other mission critical systems Year 2000 compliant (including testing) by
June 30, 1999. Below is a more detailed breakdown of the efforts to date:
Network Elements - Approximately 350 different types of network elements
----------------
(such as central office switches) appearing in over one hundred thousand
instances. When combined in various ways and using network application
systems, these elements are the building blocks of customer services and
networked information transmission of all kinds. Approximately 70% of these
element types, representing over 90% of all deployed network elements, were
originally assessed as Year 2000 compliant. Of the deployed network
elements requiring remediation, approximately 38% have been repaired or
replaced as of September 30, 1998 and certification testing/evaluation is
well underway. Bell Atlantic has also made substantial progress on the
remaining network elements and is on track to make its June 30, 1999
objectives in this area.
Application Systems - Approximately 1,200 application systems supporting:
-------------------
(i) network and customer service provisioning, network and service
administration and maintenance, (ii) customer care and billing functions,
and (iii) human resources, finance and general corporate functions.
Approximately 48% of these application systems were originally assessed
compliant or to be retired. As of September 30, 1998, approximately 45% of
all application systems have successfully completed certification
testing/evaluation or have been retired. Bell Atlantic has made substantial
progress on the remaining application systems and is on track to make its
June 30, 1999 objectives in this area.
Information Technology Infrastructure - Approximately 40 mainframe, 1,000
-------------------------------------
mid-range, and 90,000 personal computers, and related network components
and software products that compose the corporation's information technology
(IT) infrastructure. There are approximately 1,350 unique types of elements
in the inventory for the IT infrastructure, of which approximately 73% were
originally assessed as compliant or to be retired. As of September 30 1998,
approximately 49% of all element types have successfully completed
certification testing/evaluation or have been retired. Bell Atlantic has
made substantial progress on the remaining items and is on track to make
its June 30, 1999 objective in this area.
For Bell Atlantic's other controlled or majority-owned subsidiaries,
including Bell Atlantic Mobile (BAM) and its Information Services Group (ISG)
companies, the inventory, assessment and planning efforts are substantially
complete, and remediation/replacement/retirement and testing activities are in
progress. BAM, ISG, and, in general, all of the other controlled or
majority-owned subsidiaries are on track to have their mission critical systems
compliant by the end of June 1999.
Bell Atlantic's Year 2000 program also includes a project to review and
remediate affected systems (including those with embedded technology) within its
buildings and other facilities, a project to assure Year 2000 compliance across
all of its internal business processes, and other specific projects directed
towards insuring it meets its Year 2000 objectives.
12
<PAGE>
Bell Atlantic - Delaware, Inc.
Third Party Issues
Vendor Issues
-------------
In general, Bell Atlantic's product vendors have made available either Year
2000-compliant versions of their offerings or new compliant products as
replacements of discontinued offerings. In most cases, the compliance "status"
of the product in question is based on vendor-provided information, which
remains subject to Bell Atlantic's testing and verification activities. In
several instances, vendors have not met original delivery schedules, resulting
in delayed testing and deployment. At this time, Bell Atlantic does not
anticipate that such delays will have a material impact on its ability to
achieve Year 2000 compliance within its desired timeframes. Bell Atlantic is
continuing Year 2000-related discussions with utilities and similar services
providers. In general, information requests to such service providers have
yielded less meaningful information than inquiries to its product vendors. As a
result, Bell Atlantic cannot yet determine the Year 2000 readiness of most key
utilities and similar services providers or the likelihood that those providers
will successfully complete the Year 2000 transition. Bell Atlantic intends to
monitor critical service provider activities, as appropriate, through the
completion of their respective remediation projects.
Some of Bell Atlantic's vendors continue to express concerns about
providing information on the status of the Year 2000 compliance efforts for
their products or services, citing factors such as liability concerns,
logistical complexity and possible adverse customer relations. Although known
gaps in Bell Atlantic's information gathering efforts are relatively small in
comparison to the voluminous data already received, some of the information
still required relates to important items, such as test plans and detailed
results. Bell Atlantic will continue to pursue all appropriate measures with its
vendors in order to resolve information sharing issues, and anticipates that the
recently enacted Year 2000 Information and Readiness Disclosure Act will have a
positive impact on information sharing by its vendors.
Customer Issues
---------------
Bell Atlantic's customers remain keenly interested in the progress of its
Year 2000 efforts, and it anticipates increased demand for information,
including detailed testing data and company-specific responses. Bell Atlantic is
providing limited warranties of Year 2000 compliance for certain new
telecommunications services and other offerings, but it does not expect any
resulting warranty costs to be material.
Interconnecting Carriers
------------------------
Bell Atlantic's network operations interconnect with domestic and
international networks of other carriers. If one of these interconnecting
carriers should fail or suffer adverse impact from a Year 2000 problem, Bell
Atlantic's customers could experience impairment of service.
Costs
From the inception of Bell Atlantic's Year 2000 project through September
30, 1998, and based on the cost tracking methods it has historically applied,
Bell Atlantic has incurred total pre-tax expenses of approximately $95 million
($70 million of which was incurred in the nine months ended September 30, 1998),
and it has made capital expenditures of approximately $80 million (all of which
was made in the nine months ended September 30, 1998).
For the years 1998 and 1999, Bell Atlantic expects to incur total pre-tax
expenses for its Year 2000 project of approximately $200 million to $300 million
and total capital expenditures of $200 million to $250 million.
Bell Atlantic has investments in various joint ventures and other
interests. At this time, Bell Atlantic does not anticipate that the impact of
any Year 2000 remediation costs that they incur will be material to its results
of operations.
13
<PAGE>
Bell Atlantic - Delaware, Inc.
Risks
The failure to correct a material Year 2000 problem could cause an
interruption or failure of certain of Bell Atlantic's normal business functions
or operations, which could have a material adverse effect on its results of
operations, liquidity or financial condition; however, it considers such a
likelihood remote. Due to the uncertainty inherent in other Year 2000 issues
that are ultimately beyond Bell Atlantic's control, including, for example, the
final Year 2000 readiness of its suppliers, customers, interconnecting carriers,
and joint venture and investment interests, it is unable to determine at this
time the likelihood of a material impact on its results of operations, liquidity
or financial condition, due to such Year 2000 issues. However, Bell Atlantic is
taking appropriate prudent measures to mitigate that risk. Bell Atlantic
anticipates that, in the event of any material interruptions or failures of its
service resulting from actual or perceived Year 2000 problems within or beyond
its control, it could be subject to third party claims.
Contingency Plans
As a public telecommunications carrier, Bell Atlantic has had considerable
experience successfully dealing with natural disasters and other events
requiring contingency planning and execution. As part of Bell Atlantic's efforts
to develop appropriate Year 2000 contingency plans, it is reviewing its existing
Emergency Preparedness and Disaster Recovery plans for any necessary
modifications.
Bell Atlantic has developed, where appropriate, contingency plans for
addressing delays in remediation activities. For example, delay in the
installation of a new Year 2000 compliant system could require remediation of
the existing system. It is also developing a corporate Year 2000 contingency
plan to ensure that core business functions and key support processes are in
place for uninterrupted processing and service, in the event of external (e.g.
power, public transportation, water), internal or supply chain failures (i.e.
critical dependencies on another entity for information, data or services). Bell
Atlantic anticipates that an initial draft of its corporate contingency plan
will be ready in the first quarter of 1999.
14
<PAGE>
Bell Atlantic - Delaware, Inc.
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
There were no proceedings reportable under this Item.
ITEM 6. Exhibits And Reports On Form 8-k
(a) Exhibits:
Exhibit Number
27 Financial Data Schedule.
(b) There were no Current Reports on Form 8-K filed during the
quarter ended September 30, 1998.
15
<PAGE>
Bell Atlantic - Delaware, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BELL ATLANTIC - DELAWARE, INC.
Date: November 10, 1998 By /s/ Edwin F. Hall
-------------------------------------
Edwin F. Hall
Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF NOVEMBER 4, 1998.
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND THE BALANCE
SHEET AT SEPTEMBER 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 711
<SECURITIES> 0
<RECEIVABLES> 57,075
<ALLOWANCES> 5,590
<INVENTORY> 2,272
<CURRENT-ASSETS> 67,586
<PP&E> 860,538
<DEPRECIATION> 445,513
<TOTAL-ASSETS> 487,809
<CURRENT-LIABILITIES> 121,748
<BONDS> 86,278
0
0
<COMMON> 118,442
<OTHER-SE> 50,292
<TOTAL-LIABILITY-AND-EQUITY> 487,809
<SALES> 0
<TOTAL-REVENUES> 208,909
<CGS> 0
<TOTAL-COSTS> 149,767
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,163
<INCOME-PRETAX> 52,599
<INCOME-TAX> 21,264
<INCOME-CONTINUING> 31,335
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,335
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
